Social entrepreneurs who want to start a new venture quickly confront an important question: What type of legal structure should I create? Should I start
a traditional nonprofit, a for-profit, or something in between? This is not a simple question to answer, and it
is in some ways becoming more difficult with the proliferation of new legal structures like the B corporation that are intended to allow entrepreneurs to meet financial, social,
and environmental bottom lines.

I have started successful and unsuccessful for-profit and nonprofit
ventures. My goal in writing this article is to help other social
entrepreneurs navigate these waters. I am not, however, a lawyer,
and I cannot offer legal advice about creating a venture. Rather, I
want to guide you through the issues that you need to consider before
you even begin to think about choosing an attorney or getting
help structuring your social venture.

The first thing to remember is that the legal structure is simply a
tool for accomplishing your goals. Deciding structure first may lock
you into a direction that won’t get you where you want to go. It is
important to take the time to explore your idea first; then answering
the legal structure question will be easier.

Selecting a legal structure is not a question of moral purity. I am
structure agnostic: I believe that for-profit and nonprofit structures can both be good vehicles for improving society. You should look
seriously at both as part of your toolkit as you’re creating your new
social venture.

If personal wealth is a primary motivation and changing the world
for the better is a nice benefit but not fundamental, it is pretty clear
that you should create a for-profit structure. Being a for-profit typically
gives you more flexibility and control, especially if you’re the sole
or controlling shareholder. This flexibility gives you the freedom to
completely change your business if you spot a new and more lucrative
opportunity. And you can still create an ethical and responsible
for-profit. If giving away money or providing services at below cost
and feeling good about it is your primary or only motivation, then
your answer is similarly easy. The U.S. 501(c)(3) nonprofit structure
was created to serve this purpose. If your ideas fall somewhere between
making lots of money and giving most of it away, there are
many ways to structure a venture to accomplish these goals.

Before looking at what type of legal structure to create, you need
to explore the four issues that will illuminate your ultimate decision:
what your motivation is for starting the venture, what market you
are targeting, how you plan to raise capital, and what type of control
you want over the venture.

MOTIVATION

Most new ventures fail. If you are going to take on the risks and responsibilities
of a new venture, you need to be motivated to succeed.
That is why it is important first to understand your motivation for
starting a new social venture and your definition of success. Social
entrepreneurs are typically driven by the goal of making positive
change in society, but other factors may also influence your motivation.
Almost all ventures change dramatically during their formative
periods. It’s certain that several things that you know for
sure right now about your venture are wrong. You just don’t know
which ones. In the face of that uncertainty, what is going to remain
constant and guide you in making the hard decisions?

How fundamental is the social mission? Assuming that your
motivations are not purely financial, you need to understand how
essential the social mission is to the success of your venture. Is
your primary goal social change? Are you willing to pass up lucrative
financial opportunities that would take the venture away from
social change? How will you prioritize the social bottom line if the
venture is in peril? Does your venture exist if the social impact is
removed or minimized?

What are your personal financial objectives for this venture?
Many entrepreneurs make financial sacrifices in the course of creating
a start-up. These sacrifices are often justified to oneself or to
one’s family by the promise of an eventual financial payoff. As you
approach a social venture, you need to be clear what your financial
parameters are. How much of your own money are you willing to
invest in the venture, either in the form of cash or in forgone wages
(compared with your market value)? Even successful social ventures
that reach financial sustainability (break even on an ongoing basis)
may never recoup the initial investment. Can you (or the investors)
live with that possibility? It’s possible to make a decent living running
a social venture, but you are not likely to get rich. Is that okay?

How do you define success? Success does not need to be defined as
personal riches. For many entrepreneurs, the drive to succeed is about
proving oneself and making a difference. External forces, however, can
shape what becomes your organization’s definition of success. If you
take on a venture capitalist as a partner there will be intense pressure
to define success in terms of delivering the required returns to your
investors. If you take on a foundation as a partner, they will define
success by social impact. Families and society often define success in
terms of material attainment, and you may encounter strong social
pressure to focus on personal riches rather than on social good.

MARKET

Entrepreneurs must understand their market. Just about every social
question and issue you may address can be recast into market
questions, such as: Who is the customer? What is the value proposition?
And who is the competition? Understanding your customers,
their environment, and their needs is crucial to any social venture.
Determining how to best serve your customers will shape your decision
of how to structure your venture.

Who are your customers? One of the most important questions
you need to answer as a social entrepreneur is who your customers
will be. What is the need your venture is going to fill? What community
are you serving? How are you going to access expertise about
the needs of your customers? What activities are the customers doing
now that will influence the use of your product or service? Are
the users of your product or service the same as the people who
pay for it? Will you need to find a new payer for your idea to work
(for example, funders to directly purchase goods or services for the
actual beneficiaries)?

Who or what is the competition? Notwithstanding the frequent
claim of start-up entrepreneurs that they have no competitors, even
if there isn’t something precisely like your proposed product or service,
there are other ways potential customers are spending their
money or time to meet their needs. For example, if for-profit business
competitors are exploiting a community, a nonprofit venture
may be given the benefit of the doubt and have the opportunity to
enter the market. Or if the nonprofit sector is not being responsive
to a community’s needs, a business approach that treats people like
customers might be more successful in making change. The organizations
filling the existing need may even become a distribution
channel for your new solution.

What is your value proposition? You must understand how you
are going to differentiate your product or service from the competition.
Are you presenting an incremental value proposition (my product is 10
percent better or 10 percent less expensive) or a revolutionary value
proposition (it’s 10 times better or a tenth the cost of the existing option)?
If you plan to offer a product or service that the for-profit sector
already provides, be prepared for the Internal Revenue Service (IRS)
to ask why they should issue you a tax exemption letter. Providing
something below cost makes getting your nonprofit exempt status
easier, but that may not mesh with your business plan and would
generally require fundraising to close the gap between revenues and
costs. On the other hand, a revolutionary value proposition might create
the opportunity for high profitability and great scale, potentially
making a for-profit structure appealing.

What is the market size and how profitable could you be serving
that market? How much money can be or is being spent a year on
addressing the need your organization is going to meet? It is easier
to build a for-profit business when the market size is in the tens of
millions or billions of dollars than if it is only $500,000 per year.
Profitability is also important. Businesses with low profit margins
are generally tougher to sustain because they can be quite sensitive
to revenue fluctuations. If you know you’re going to lose 10 percent
on every sales dollar, it is clear that you should consider a nonprofit
rather than a for-profit structure.

CAPITAL

Capital requirements often play an important role in the decision
to be a for-profit or a nonprofit. If you aren’t plausibly going to be
able to pay back the money to investors or lenders with an additional
return, the only for-profit investor you may be able to get is
yourself. If you can’t raise or don’t have the capital you need, then
you need to look seriously at the nonprofit structure, or reworking
your business plan to start more slowly with less money.

How much money do you need to get your venture launched?
Is it possible to start the venture with less than the amount you
imagine and get to your destination more gradually, or does your
business plan require accomplishing certain costly objectives
before you can launch? Once you have a handle on the amount
and timing of your funding needs, you need to seek out your options
for finding that capital. If you need only $100,000 to get
your venture off the ground you have many options. If, however,
you need tens of millions of dollars, your degree of flexibility is
vastly reduced.

How much money will you need to keep the business growing?
How will your capital needs change over the first two, five, and 10
years? Unless you are lucky enough to hit upon a model that allows
you to bootstrap your venture, it will take additional outside capital
to bring your venture to profitability (as a for-profit) or sustainability
(as a nonprofit). And profitability or sustainability does not necessarily
end the need for capital. If you want to expand to new markets or
scale up the organization, you will likely need more funding.

Will you have assets you could borrow against? Debt is a
practical option for nonprofit and for-profit ventures that have
or plan to acquire assets that can be used as security for the repayment
of the loan. Ventures with substantial assets, such as
those in the housing and microcredit sectors, have an easier time
obtaining loans. Smaller working capital loans are available for
those ventures with accounts receivable to borrow against. One
significant difference between being a for-profit and a nonprofit
is that foundations are more likely to make loans at below-market
interest rates to quality nonprofits. These loans have to meet the
requirements for a program-related investment (PRI), where the
loan advances the charitable purpose of the foundation and income
is not a significant purpose of the loan (typically satisfied with a
below-market interest rate).

Will tax structure affect your business significantly? Nonprofits
often have the benefit of being exempt from income and property
taxes. But what if your venture is unlikely to have much income or
property? Being exempt from taxes won’t make a big difference to
your choice of structure then. If, however, the amount of income
or property taxes would have a big impact on the viability of a
venture, choosing a nonprofit form could make a significant difference
in the venture’s long-term success. If your main practical
source of capital is philanthropy, then becoming tax-exempt will
make it much easier to raise capital in the form of grants. Government
often creates programs where only nonprofit organizations
are eligible to apply. If a government funding stream is essential
to the viability of your venture, then that’s a strong case to organize
as a nonprofit.

CONTROL

For-profit and nonprofit structures have very different control and
governance regimes, so it is important to determine how much
control you need to have over your venture. Nonprofit structures
are generally less flexible than for-profits, because of the requirements
to qualify for nonprofit status.

How important are confidentiality and secrecy to you and your
venture? Privately held for-profits can be very secretive about their
business information: tax returns are confidential, salaries are confidential,
profits are confidential, and business plans are confidential.
For some entrepreneurs, this is a privacy question. For others, control
of this information is part of gaining a competitive advantage.
Nonprofits, however, are legally required to operate with a much
greater degree of transparency. All but the smallest U.S. nonprofits
have to file a detailed tax return every year that is public information,
disclosing assets, income, expenses, and top employee salaries.
Moreover, this information is often freely available on the Internet
or from organizations like GuideStar.

Can you run and fund your venture yourself? If you completely
control the venture, you have a great deal of flexibility to
run the organization the way you want. You may choose to run at
break-even, never pay a dividend, or even give away your profits to
a separate charity. As soon as you start sharing control with others,
you create the possibility of a split. You may believe that parents,
siblings, spouse, life partner, close friends, or mentors are good
partners, but many ventures have split these personal relationships.
Disputes over money are often at the root of these splits. Thinking
these shared control issues through at the beginning reduces the
chance of a schism forming.

Will you need to share control with investors? Typically, the ultimate
authority in a venture is vested in a board of directors. The
investors may or may not hold a majority of the board, but once you
have a return-oriented investor, your degree of flexibility is reduced.
In most cases, you have a very serious obligation to your investors to
keep their best interests in mind. This is a legal obligation known as a
fiduciary duty, and it requires you to place your obligation to your investors
above your own interests. There is a growing movement in the
United States to incorporate larger stakeholder interests in corporate
structures and provide the board with some protection if it chooses
to balance the interests of the shareholders with another valid social
interest such as the environment. But this doesn’t obscure the complications
from accepting capital from investors or lenders who have
a legitimate expectation of being repaid with returns based on risk.

Will you need or want to share control with the public interest?
When you operate a nonprofit, the board is acting primarily in
stewardship for the public interest. As an entrepreneur, you need
to recognize that as you move from sole control to shared control,
you are placing your fate and the fate of your venture in the hands
of others. Founders are often ejected from their ventures by boards
whose primary obligations are to the venture itself, investors, or
society. When choosing partners, investors, or board members for
your venture, you need to choose people who share your vision for
your venture, and who can be trusted with stewarding what may
become your life’s work.

SELECTING THE BEST STRUCTURE

After answering the previous questions you are ready to think about
what type of legal structure you want to create for your organization.
Once you begin to consider a particular legal structure seriously, you
will want to consult a lawyer, but first it is useful to consider all of
the various options. What follows is an overview of five basic organizational
structures, looking at both their advantages and disadvantages,
along with examples of organizations that have adopted those
structures. These particular structures are from the United States,
but their analogues exist in many other countries.

| For-Profit | Social ventures can take on standard for-profit structures,
such as a C corporation, limited liability company (LLC), or
sole proprietorship. One of the principal advantages of a for-profit
is that it can tap the large pool of investment capital. Because the
social mission is not part of the legal structure, however, it is up
to the board of directors and entrepreneur to make sure that the
company fulfills its social obligations. The decision about what
type of for-profit to create is often driven by tax considerations.
Venture capitalists are almost always interested in investing in C
corporations, even though profits can be taxed at the corporation
level and again as dividends at the investor level. Some individual
investors prefer LLCs because they are a pass-through for tax purposes
and therefore do not have double taxation.

Advantages:

Well-known structure that doesn’t need to be explained

Relatively easy to raise money as equity or debt

Can tap U.S. Small Business Administration grants, loans, and
technical assistance

Easy to sell or shut down (as long as you pay your creditors)

Can convert to a nonprofit more easily than a nonprofit can convert
to a for-profit

Extensive precedents on best practices for managing for-profits

Disadvantages:

The social bottom line is not built into the structure, but is instead
dependent on the leadership

Income and property subject to tax

Governance is primarily focused on serving the shareholders,
creating a strong fiduciary duty to act in the shareholders’ best
interests by making money for them

Cannot accept foundation grants or nontaxable contributions

Examples:

Compartamos Banco is a Mexican microcredit bank that converted
from a nonprofit to a for-profit, and then went public.

D.light design is a privately held company that sells affordable solar-powered LED lights in the developing world. It has received
investments from a variety of Silicon Valley venture capitalists.

Grameenphone offers affordable cell phone service to Bangladesh.
The founder raised angel capital in New York City before
signing partners Grameen Bank and the Norwegian telecom
company Telenor. Grameenphone’s initial public offering in Bangladesh
was oversubscribed and the country’s largest to date.

Whole Foods Market Inc. is a publicly held company that contributes
5 percent of its profits to charity.

| For-Profit with a Social Overlay | These ventures take the for-profit
structure and make significant tweaks toward the social
objectives. There are numerous ways of doing this. Some of these
structures have been in place for decades, such as cooperatives
(which can be for-profit or nonprofit) and employee-owned firms.
Other structures are new, such as benefit corporations (enacted in
Maryland) and low-profit limited liability companies, or L3Cs (now
legal in several states). Other for-profit options include socially
controlled stock structures in which a community has a controlling
interest in the company though a preferential class of stock,
non-stock companies, and the flexible purpose corporation (under
consideration in California).

Advantages:

Same advantages as standard for-profit

Ensures some level of commitment to the social objectives of the
organization through the governance structure

Additional options for raising capital (for example, it is easier for
foundations to invest in an L3C through a PRI)

Marketing benefits from having a social orientation

Disadvantages:

Control can be more diffuse (for some social entrepreneurs, this
is considered an advantage)

The social overlay may not hold through adversity or legal
challenges

Investors may not want to invest in these forms without strong
social motivations

| Hybrid | Rather than being limited to choosing either a for-profit or
a nonprofit structure, some organizations take advantage of both by
creating governance structures and contracts that bind a for-profit
and nonprofit together in a hybrid structure. Sometimes the for-profit
creates the nonprofit. For example, the for-profit brokerage
firm Charles Schwab & Company created Schwab Charitable, an
affiliated nonprofit that handles the donor-advised fund operations.
In other instances, the nonprofit creates the for-profit. Typically,
this is to pursue an activity that looks more like a business.

Advantages:

The nonprofit and the for-profit entities each retain the advantages
that are unique to those legal structures

Creating a subsidiary can protect the nonprofit status of the parent by removing the unrelated income (if it becomes too large
relative to the parent’s size)

The subsidiary shields the parent from liabilities arising from the
subsidiary’s activities

The for-profit subsidiary can be sold at the nonprofit’s discretion

Disadvantages:

Once assets are in the nonprofit, they are locked into the nonprofit
sector and cannot be transferred back to the for-profit

Shutting down the nonprofit affiliate requires its net assets to be
transferred to another nonprofit

Care needs to be taken that benefits flow from the for-profit to
the nonprofit (and not the reverse) and that charitable restrictions
are respected

If the for-profit is the main source of funding for the nonprofit, it
can be difficult to diversify the funding base of the nonprofit

Additional overhead for two organizations

Examples:

Hewlett-Packard Company Foundation is the nonprofit foundation
affiliated with Hewlett-Packard Co. Although corporate
foundations are formally separate from the corporation, often
there is de facto control by the corporation.

Greyston Foundation is a Buddhist charity. Greyston Bakery is a
wholly owned affiliate that employs disadvantaged people who
make the brownies for Ben & Jerry’s ice cream.

The nonprofit Mozilla Foundation, makers of the Firefox Web
browser, created the for-profit Mozilla Corp. to handle sales and
distribution of the browser. It did this when Google started paying
Mozilla tens of millions of dollars as part of an advertising
agreement, putting the nonprofit status of the foundation at risk.

| Nonprofit with a Mission-Related Enterprise | These are typically
tax-exempt nonprofits that have earned income that is clearly
related to the social mission. Many types of nonprofits earn income
from the sale of products or services, including theaters, museums,
colleges, and thrift stores. Any income earned from the enterprise
must be used by the organization to further its mission. In contrast
to a for-profit, the income cannot be distributed to investors or
shareholders (although it can repay loans).

Advantages:

No taxation on mission-related income

Ability to raise philanthropic money to fill the gap between the
costs of providing the product or service and the revenues

Opportunities for creating a selling advantage based on the
charitable nature of the enterprise

Disadvantages:

Two bottom lines means that sometimes there are tradeoffs

Access to capital limited to traditional nonprofit resources, such
as philanthropists and debt

Examples:

Benetech operates almost exclusively mission-related enterprises
with a mixed-income structure. Revenues from product
and services are usually not enough to pay for the full cost of operating
the enterprises, so grants and donations fill the gap.

TransFair is the main fair trade certification organization in
the United States that collects certification fees from the supply
chain of fair trade commodities like coffee, bananas, and cocoa,
which pay for the majority of the organization’s budget.

Goodwill is a national network of local nonprofits that operates
recycling, product sales, and employment training services.

| Nonprofit | The social mission of traditional nonprofits is clear
and unambiguous. They raise all of their money through donations
of money, products, or time, and do not have any earned-income
enterprises. Examples of traditional nonprofits include 501(c)(3)
charities and 501(c)(3) foundations.

Advantages:

No conflict between the venture and the social objectives

People receive a tax deduction for donations that are used to directly
help the disadvantaged, or in the case of foundations, used
to help other charities in the form of grants

Disadvantage:

Dependent on traditional fundraising to operate the organization

Examples:

The Robin Hood Foundation receives donations from thousands
of people each year that are consolidated and given as grants to
nonprofits to help alleviate poverty in New York City.

Mercy Corps receives grants, donations, material aid, and government
funds that it uses to fund disaster relief efforts and economic
development projects.

Music in the Schools Foundation pays for music classes in the
low-income Ravenswood School District in East Palo Alto, Calif.

CONCLUSION

The world is facing big problems. More and more people are turning
their attention to solving those problems. The old models of
traditional for-profits and charities no longer are sufficient tools
for meeting these challenges. The future is far more likely to be
dominated by businesses that are tracking more than their financial
bottom line, and nonprofits that see enterprise as a fundamental
part of large-scale social change.

Policymakers are responding to the changing times by embracing
new forms of social action that fall between the two poles of traditional
business and traditional charity. Expect to see new organizational
forms exhibiting these increasingly hybrid characteristics. I
believe that the new generations of business and social leaders will
fundamentally reject what they see as a false dichotomy of the past,
and adopt new structures that can transparently deliver more social
benefits. Both business and the social sector are going to change in
these directions, and society will be the better for the change.

Author's note: The idea for this paper came during a meeting hosted by the Social Enterprise Alliance and
the Aspen Institute in 2007, just before the alliance’s annual Social Enterprise Summit. I want
to thank the social enterprise and legal leaders who made that such an inspirational gathering.
I also want to thank Jeff Rauenhorst, Joan Mellea, and Barbara Morrison for their assistance in
researching and drafting this essay. Finally, I’d especially like to thank Joshua Mintz, vice president
and general counsel of the John D. & Catherine T. MacArthur Foundation, and Robert
Wexler, partner at the law firm Adler & Colvin, for their assistance with the final draft.

Jim Fruchterman is a MacArthur Fellow, former rocket engineer, high-tech entrepreneur,
and social entrepreneur. After starting two successful Silicon Valley
for-profit technology companies in the 1980s, he founded Benetech as a deliberately
nonprofit technology company in 1989 to develop solutions that respond to
market failure in the fields of literacy, environment, and human rights. Fruchterman
was a co-founder of the Social Enterprise Alliance and has served on three
federal advisory committees in the field of disability.

COMMENTS

In consulting with my lawyer, he pointed out that for a speculative venture with a public purpose that will incur losses to start out (such as mine), it might be difficult to convince the IRS that the venture is really a non-profit eligible for non-profit status. To ensure tax-deductibility, he advised using for-profit S-corp status, making it easy to deduct early stage losses. Does this sound reasonable?

Thanks for a very thorough review. Many would-be social entrepreneurs are confused about what constitutes the right model and your many examples will be very helpful. For a high-level, conceptual model, your readers might be interested in this simple model http://www.strategies-direction.com/?p=154 .

For those who are interested in purusing options 1 and 2, there are ways to anchor mission, protect directors, provide for greater transparency, avoid the investor control issues, raise money in the capital markets, and stay pure to the social mission (and even do it at the “bottom of the pyramid” without surrendering too much for taxes along the way. These structures are a bit complicated and involve bending the arc of traditional forms, but are certainly worth the time of an entrepreneur to consider.

I have started several for profict social enterprises (FamilyEducation Netwrok, BiddingForGood) and have found there are three main advantages to for-profit model;

1. access to capital. there is way more investor capital than grant capital. Furthermore, most non-profit funding sources only want to back pilost but are not interested in scaling. This is where the for profit model has much bigger advantages

2. ability to attract talent; with stock options and higher liveable wages the pool of mgmt candidates is just bigger

3. market discipline; with for profit model you just HAVE to deliver value or folks wont pay up.

I’ve returned several hundred million to investyors so have found it easier and easier over time to attract capital (recycling escrow payments).

This was a great article, and I appreciate Jon’s contributions as well.

Here’s our rationale. We’ve chosen the for-profit model simply because I wanted to focus my activities on meeting our social and profit goals. It was my observation while working with nonprofits that the executives were forced to spend too much time meeting requirements of government agencies and funders that diverted them from, what I believed to be, more productive use of their time. I am also much more comfortable knowing that I am responsible for producing the revenue necessary to scale my business.

We may ultimately convert to a hybrid to ensure that when we retire or sell the business,we are assured the continuation of its social component.

I have a question related to this terrific article that I hope someone can shed some light on. My question pertains to an arrangement wherein a 501(c)3, seeking a sustained and dedicated source of revenue, enters into a business arrangement with a for-profit entity. I am particularly interested in an arrangement wherein the not-for-profit sells its “brand” and all goodwill associated with it, in exchange for a pre-determined percentage of future revenue made by the for-profit. When I talk about a nonprofit “selling its brand/goodwill” what I’m getting at is essentially an exlusive and permanent IP licensing agreement. The end product of this arrangement would find the non-profit still in charge of its operations and still able to seek outside donations, with the only difference being that it would have a consistent stream of revenue from the for-profit entity. The private entity would be able to exclusively use the nonprofit’s brand (e.g. TMs, copyrights) as a source of revenue. In consideration for the purchase of the brand, the private entity would guarantee, let’s say 10% of profits, to the not-for-profit.

I am curious as to whether you know of any other examples of this type of arrangement. I am not looking for you to answer this questions in detail, but I would greatly appreciate a starting point and perhaps some good resources that I could explore.

Jim, thank you for this. It is absolutely the most frequently asked question we hear at our program in Toronto to help social entrepreneurs from those with “a really great idea”. Can you please advise how we would go about getting permission to “Canadianize” this work? We think that with some minor modifications it would be very useful to our clients. Please note, our program Social Innovation Generation (SiG) at MaRS is a non-profit, charitable organization and our programs are provided free of charge as currently this program is funded by the Province of Ontario.
Thanks,
Allyson.(JavaScript must be enabled to view this email address)

Thanks for the great article on this important topic! REDF published a paper on this topic a few years back called “If the Shoe Fits: Nonprofit or For-Profit? The Choice Matters” - readers might be interested in checking that out as well. It also includes a tool to help organizations determine their best fit.

‘This is not merely a matter of a “third sector”, but of a broad new composite reality embracing the private and public spheres, one which does not exclude profit, but instead considers it a means for achieving human and social ends. Whether such companies distribute dividends or not, whether their juridical structure corresponds to one or other of the established forms, becomes secondary in relation to their willingness to view profit as a means of achieving the goal of a more humane market and society’

From the 2009 Papal encyclical, Caritas in Veritate.

Here also, in the context of the profit for purpose approach to social innovation:

Thanks a lot for that highly informative article, especially for us who are in the NGO sector, with intentions to transform and change lives of the communities.However, we in the developing world especially in Africa, we are appreciative for the way you have given us the tips on how to run our organisations.

Our question is how can the NGO’s in America assist us in Africa, where we are grapling with financial inadequecy? How can they assist our organisations in the ares of funding.
Thanks a lot
Regards
Shalom Muwanguzi Nyenje
Chairman/ President/Founder
Shalom Evangelical and Prison Outreach Ministries [SEPRIMI]
P.O. BOX 10055 KAMPALA- UGANDA
Tel; 256 754 530900, 778 171 235.
Email:seprimi@hotmail.com

I am very impressed with the article as it contained useful information about business structures and the tax advantages. However as a new L3C, I was very surprised that many of the companies I wrote to obtain grants were hesitant to provide any funding despite the fact that an L3C bridges the gap between for-profits and non-profit business to obtain social chances. Could it be that many of the foundations have not had a chance to review the tax laws related to investing in L3C’s, or are they not clear on the PRI’s?
Please advise!
Thanks!

Hey, everybody! Thanks for all the great feedback, sorry to be slow on closing the loop. I had no idea there were all these comments!

My first point is simply, IANAL (I am not a lawyer). So, to get real legal answers, ask a real lawyer. My goal is to provide a practitioner’s point of view.

1. Eric on S status. It’s hard to give enough information to really get a handle on where your lawyer is going. If you really believe that your company is going to make real money, being a for-profit is a good option. But, I don’t hear S Corporations so much these days as LLCs for closely held for-profits. And, venture capitalists don’t like S/LLC corporate forms: they want traditional C corporations. But, if you think that your venture will lose money up front and someday maybe break-even, that sounds like a charity model (because you won’t get the original investment back).

4. Jon and Joe: if you can make money at it for investors, being a for-profit is probably the best option. The advantages you cite are substantial.

5. Matthew on brand licensing. Sounds like a conversation you need to have with a lawyer. I’ve read articles on this issue in the past (but couldn’t find one quickly), so you’re not the only one who is asking. But, it has real challenges.

6. Allyson. I think that these issues face social enterprisers in most countries, although most countries don’t offer the range of options present in the U.S. with our state-centric approach to corporate forms (although an innovation like the LLC or now L3C does get replicated). The problem I’ve heard from SEs in other countries is that charities can’t operate enterprises in their country. So, you end up with a less tax advantaged structure. But, I don’t know enough about Canadian structures to comment intelligently.

7. Jill on the “if the Shoe Fits.” I enjoyed that article, and especially the questionnaire approach with scoring. One message that I detected (and perhaps it doesn’t come across to others) was the “if you really care, you’ll be a nonprofit.” I don’t agree: if you really care about social good, you’ll pick the form that will lead to the most social good.

8. Nichole on deductibility of donations. Only your accountant knows for sure, IANAL, IANAA, but in general in the U.S., only donations to 501c3 organizations are deductible for individuals from their federal income tax returns.

9. The Pope seems to be on our side on this one!

10. Shalom, Shalom. This is less about corporate form choice and more about international cooperation among social entrepreneurs. At my organization, Benetech, we do almost all of our work in partnership with local or national groups. It’s clear that both we and our partners need money to operate, and in many of our grant applications we’re applying on behalf of Benetech and our partners. And, often our partners do the same. Generally, we do better with American donors, and our partners in the global South do better with European donors. And when revenue is involved, we often have similar split conversations.

11. Sheree on the L3C. I think you’ve put your finger on the issue with the L3C. The number one advantage of the L3C is that it makes a strong statement that the purpose should meet the test for a PRI from a foundation (there are critics who argue it doesn’t do much for this, but let’s assume they’re wrong). OK, so now you’re an L3C: where is all the PRI money? Well, the fact is, there isn’t that much PRI money. And, the existence of the L3C is not causing foundations that traditionally did few (or no) PRIs to suddenly become fountains of PRI money. Personally, I probably wouldn’t start an L3C unless I had a foundation on the hook to fund it with a PRI beforehand. Just starting an L3C doesn’t create funding, just like starting a 501c3 doesn’t create a donation funding stream.

As a Design Management student at Parsons The New School For Design. I can understand all the legal/ethical issues that arise from deciding to wether be registered as a profit or non-profit. This article is very clean, and on point with what factors one should consider. As for myself i’m interested in creating social change through events//music, and think I would lean more towards a for-profit venture. A for-profit venture, just in a way I feel can encompass to appeal to the masses, as with non-profits it might not work, think a for-proift venture is more flexible, and less hassle to have to keep corresponding to the codes of what constitutes a non-profit.—I’m more interested in creating ephemeral experiences that bring money, to raise awareness towards social change, that’s what I would use the money for, to appeal to people who have more money.

Thank you so much for this informative and helpful article. We will begin distributing this to students in our course on social enterprise to help them better understand how the non-profit sector operates.

Thank you Jim for answering all my questions. In my research on this topic, I ran into bcorporation.net, an alliance that helps for-profits “use the power of business to solve social and environmental problems”. To apply you must meet their impact standards, and a questionnaire can be taken online.

This is a clear and informative article. I worked till recently with training and placing underprivileged rural and tribal youth in organised sector jobs. Now, in a pioneering fashion, I focus on doing the same with disabled youth. The work is challenging and transformational and gives us great joy. I am transiting from being the head of an organisation to setting up my own . So I have, in the last week, been weighing the advantages of for-profit and non-profit formats in India. ....Thanks

This info is so dated. I believe an L3C is the hybrid of choice for any social justice venture. Even though not all states have adopted this organizational form, most states that have (legislated the L3C) also have provisions for out-of-state or “foreign” incorporation.

I disagree, Nancy, that the L3C is the hybrid of choice for any or even most social ventures. It was established primarily to make it easier for a private foundation to make a program related investment in an LLC. I think this is a pretty narrow opportunity for most social enterprises (translation: most social enterprises will never get this kind of funding). What is it about L3C that you feel is superior to other forms and why?